EX-99.(A)(1)(B) 4 dex99a1b.txt FORM OF ELECTION FORM CONCERNING EXCHANGE OF STOCK EXHIBIT (a)(1)(B) FORM OF ELECTION FORM CONCERNING EXCHANGE OF OPTIONS ELECTION FORM Concerning Exchange of Options to Purchase Shares of Common Stock That Have an Exercise Price of at Least $40.00 Per Share and Were Granted Prior to September 30, 2000 and Are Held By Option Holders Who Have Not Received Options After July 23, 2001 Granted Under: The ADTRAN, Inc. Amended and Restated 1996 Employees Incentive Stock Option Plan, The ADTRAN, Inc. Amended and Restated 1995 Directors Stock Option Plan and The ADTRAN, Inc. 1986 Employee Incentive Stock Option Plan For New Options Pursuant To The Offer To Exchange Dated January 28, 2002 THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 9:00 P.M., CENTRAL STANDARD TIME, ON MONDAY, FEBRUARY 26, 2002, UNLESS THE OFFER IS EXTENDED. To: James Matthews Senior Vice President/Finance and Chief Financial Officer ADTRAN, Inc. 901 Explorer Boulevard Huntsville, Alabama 35806-2807 Telephone: (256) 963-8000 Facsimile: (256) 963-8004 DELIVERY OF THIS ELECTION FORM TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. Pursuant to the terms and subject to the conditions of the Offer to Exchange dated January 28, 2002 and this Election Form, I hereby tender the following options to purchase shares of common stock, par value $.01 per share, outstanding under the ADTRAN, Inc. Amended and Restated 1996 Employees Incentive Stock Option Plan, as amended, the ADTRAN, Inc. Amended and Restated 1995 Directors Stock Option Plan, as amended, and/or the ADTRAN, Inc. 1986 Employee Incentive Stock Option Plan, as amended, which were granted prior to September 30, 2000 and have an exercise price of at least $40.00 per share (the "Eligible Option Shares") (to validly tender such options you must complete the following table according to instructions 2 and 3 on page 5 of this Election Form):
--------------------------------------------------------------------------------------------------------------- Total Number of Eligible Name of Stock Incentive Option Grant Exercise Price of Option Option Shares Subject to Plan Under Which Option Date (1) (Per Option Share) Option (2) Was Granted (3) --------------------------------------------------------------------------------------------------------------- $ --------------------------------------------------------------------------------------------------------------- $ --------------------------------------------------------------------------------------------------------------- $ --------------------------------------------------------------------------------------------------------------- $ --------------------------------------------------------------------------------------------------------------- $ --------------------------------------------------------------------------------------------------------------- $ ---------------------------------------------------------------------------------------------------------------
(1) List each option on a separate line even if more than one option was issued on the same grant date. Each option grant for which you have a separate stock option agreement is considered a separate option for this purpose. (2) Provide the total number of option shares for which the option remains outstanding (i.e., for which the option has not been exercised) in this column. All such eligible option shares for each grant you specify in this table must be tendered. (3) Identify the plan under which the option was granted (i.e., the 1996 plan, the 1995 plan or the 1986 plan). To ADTRAN, Inc.: Upon the terms and subject to the conditions set forth in the Offer to Exchange dated January 28, 2002 (the "Offer to Exchange"), my receipt of which I hereby acknowledge, and set forth in this Election Form (which, together with the Offer to Exchange, as they may be amended from time to time, constitutes the "Offer"), I, the undersigned, hereby tender to ADTRAN, Inc., a Delaware corporation (the "Company"), the options to purchase shares ("Eligible Option Shares") of common stock, par value $.01 per share, of the Company (the "Common Stock") having an exercise price of at least $40.00 per share and granted prior to September 30, 2000 specified in the table on page 2 of this Election Form (the "Eligible Options") in exchange for "New Options," which are new options to purchase shares of Common Stock. I understand that for each Eligible Option I tender and the Company accepts for exchange, I will receive a New Option exercisable for a number of shares of Common Stock equal to three shares for every four Eligible Option Shares subject to the Eligible Option that I tender hereby, plus the remaining shares, if any, if the number of Eligible Option Shares subject to my tendered Eligible Option is not divisible by four, in each case as adjusted for any stock splits, reverse stock splits, stock dividends and similar events. Each New Option will be vested to the same extent and in the same proportion as the corresponding tendered Eligible Option would have been vested on the date the Company grants the New Option and will continue to vest on the same schedule and in the same proportion as the tendered Eligible Option. The exercise price of the New Options will be equal to the last reported sale price during regular trading hours of the Company's common stock on the Nasdaq National Market on the day of the grant of the New Options. In addition, all New Options will be subject to the terms of the ADTRAN, Inc. Amended and Restated 1996 Employees Incentive Stock Option Plan, as amended, or the ADTRAN, Inc. Amended and Restated 1995 Directors Stock Option Plan, as amended, depending on which plan the New Options are granted under and applicable laws and regulations, and will be subject to a new option agreement between the Company and me. 2 Subject to, and effective upon, the Company's acceptance for exchange of the Eligible Options tendered with this Election Form in accordance with the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), I hereby sell, assign and transfer to, or upon the order of, the Company all right, title and interest in and to all of the Eligible Options that I am tendering hereby. I acknowledge that the Company has advised me to consult with my own advisors as to the consequences of participating or not participating in the Offer. I agree that this Election Form is an amendment to the option agreement or agreements to which the Eligible Options I am tendering are subject. I hereby represent and warrant that I have full power and authority to tender the Eligible Options tendered hereby and that, when and to the extent such Eligible Options are accepted for exchange by the Company, such Eligible Options will be free and clear of all security interests, liens, restrictions, charges, encumbrances, conditional sales agreements or other obligations relating to the sale or transfer of such Eligible Options, other than pursuant to the applicable option agreement, and such Eligible Options will not be subject to any adverse claims. Upon request, I will execute and deliver any additional documents deemed by the Company to be necessary or desirable to complete the exchange of the Eligible Options I am tendering hereby. All authority herein conferred or agreed to be conferred shall not be affected by, and shall survive, my death or incapacity, and all of my obligations hereunder shall be binding upon my heirs, personal representatives, successors and assigns. Except as stated in the Offer, this tender is irrevocable. By execution of this Election Form, I understand that tenders of Eligible Options pursuant to the procedure described in Section 3 of the Offer to Exchange and in the instructions to this Election Form will constitute my acceptance of the terms and conditions of the Offer. The Company's acceptance for exchange of Eligible Options tendered pursuant to the Offer will constitute a binding agreement between the Company and me upon the terms and subject to the conditions of the Offer. I acknowledge that upon the Company's acceptance of Eligible Options tendered by me pursuant to the Offer, such Eligible Options shall be canceled and I shall have no right to purchase stock under the terms and conditions of such canceled options after the date of the Company's acceptance. I acknowledge that the New Options I will receive (1) will not be granted until the 30-day period from and after the first business day that is at least six months and two days after the date the Eligible Options tendered hereby are accepted for exchange and canceled and (2) will be subject to the terms and conditions set forth in a new option agreement between the Company and me that will be forwarded to me after the grant of the New Options. I also acknowledge that I must be an employee or director of the Company on the date the New Options are granted and must otherwise be eligible under the Company's stock incentive plans on the date the New Options are granted in order to receive New Options. I further acknowledge that, if I am not an employee or director of the Company on the date the New Options are granted, I will not receive any New Options or any other consideration for the Eligible Options that I tender and that are accepted for exchange pursuant to the Offer. The name and social security number of the registered holder of the Eligible Options tendered hereby appear below exactly as they appear on the option agreement or agreements representing such Eligible Options. The Eligible Options that I am tendering represent all of the Eligible Option Shares subject to each such Eligible Option. In the appropriate boxes of the table on page 2, I have listed the grant date, the exercise price, the total number of Eligible Option Shares subject to the Eligible Option and the plan under which the Eligible Option was granted for each Eligible Option I am tendering. I understand that I may tender any or all of my option grants outstanding under the plans that have an exercise price of at least $40.00 per share and were granted prior to September 30, 2000 and that I am not required to tender any of such options in the Offer. I also understand that all of such Eligible Options properly tendered prior to the "Expiration Date" (as defined in the following sentence) and accepted and 3 not properly withdrawn will be exchanged for New Options, upon the terms and subject to the conditions of the Offer, including the conditions described in Sections 1 and 6 of the Offer to Exchange. The term "Expiration Date" means 9:00 p.m., Central Standard Time, on February 26, 2002, unless and until the Company, in its discretion, has extended the period of time during which the Offer will remain open, in which event the term "Expiration Date" refers to the latest time and date at which the Offer, as so extended, expires. I have not received any options from the Company after July 23, 2001. I recognize that, under certain circumstances set forth in the Offer to Exchange, the Company may terminate or amend the Offer and postpone its acceptance and cancellation of any Eligible Options tendered for exchange. In any such event, I understand that the Eligible Options delivered herewith but not accepted for exchange will be returned to me at the address indicated below. THE OFFER IS NOT BEING MADE TO (NOR WILL TENDERS OF OPTIONS BE ACCEPTED FROM OR ON BEHALF OF) HOLDERS IN ANY JURISDICTION IN WHICH THE MAKING OR ACCEPTANCE OF THE OFFER WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION. All capitalized terms used in this Election Form but not defined shall have the meaning ascribed to them in the Offer to Exchange. I have read, understand and agree to all of the terms and conditions of the Offer. HOLDER PLEASE SIGN HERE (See Instructions 1 and 4) You must complete and sign the following exactly as your name appears on the option agreement or agreements evidencing the Eligible Options you are tendering. If you are not signing in your individual capacity, please indicate on the line below your name whether you are signing as a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or another person acting in a fiduciary or representative capacity, along with the signer's full title, and include with this Election Form proper evidence of the authority of such person to act in such capacity. SIGNATURE OF OWNER X ------------------------------------------------------------------------------- (Signature of Holder or Authorized Signatory) Date:_________________, 2002 Name: --------------------------------------------------------------------------- (Please Print) ________________________________________________________________________________ (Please print title if signing in a representative capacity) Address: ------------------------------------------------------------------------ (Please include ZIP code) Telephone No. (with area code): ------------------------------------------------- Tax ID/ Social Security No.: ---------------------------------------------------- 4 INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER 1. Delivery of Election Form. A properly completed and duly executed ------------------------- original of this Election Form (or a facsimile of this form), and any other documents required by this Election Form, must be received by the Company at its address set forth on the front cover of this Election Form on or before the Expiration Date. THE METHOD BY WHICH YOU DELIVER ANY REQUIRED DOCUMENTS IS AT YOUR OPTION AND RISK, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE COMPANY. IN ALL CASES, YOU SHOULD ALLOW SUFFICIENT TIME TO ENSURE TIMELY DELIVERY. Tenders of Eligible Options made pursuant to the Offer may be withdrawn at any time prior to the Expiration Date. If the Offer is extended by the Company beyond that time, you may withdraw your tendered options at any time until the extended expiration of the Offer. In addition, although the Company currently intends to accept your validly tendered Eligible Options promptly after the expiration of the Offer, unless the Company accepts your tendered Eligible Options before 12:00 midnight, Eastern Time, on Monday, March 25, 2002, you may withdraw your tendered Eligible Options at any time after March 25, 2002. To withdraw tendered Eligible Options you must deliver a notice of withdrawal, or a facsimile of the notice, with the required information to the Company while you still have the right to withdraw the tendered Eligible Options. You must withdraw all previously tendered Eligible Options. Withdrawals may not be rescinded and all Eligible Options withdrawn will thereafter be deemed not properly tendered for purposes of the Offer unless such withdrawn Eligible Options are properly re-tendered prior to the Expiration Date by following the procedures described above. The Company will not accept any alternative, conditional or contingent tenders. All tendering Option Holders, by execution of this Election Form (or a facsimile of it), waive any right to receive any notice of the acceptance of their tender, except as provided for in the Offer to Exchange. 2. Inadequate Space. If the space provided in this Election Form is ---------------- inadequate, the information requested by the table on page 2 of this Election Form regarding the Eligible Options being tendered should be provided on a separate schedule attached to this form. 3. Tenders. If you intend to tender options pursuant the Offer, you must ------- complete the table on page 2 of this Election Form by providing the following information for each Eligible Option that you intend to tender: grant date, exercise price, total number of Eligible Option Shares subject to the Eligible Option and the plan under which the Eligible Options were granted. The Company will not accept partial tenders of Eligible Options. Accordingly, you may tender all or none of the Eligible Options Shares subject to the Eligible Options you decide to tender. 4. Signatures on this Election Form. If this Election Form is signed by the -------------------------------- holder of the Eligible Options, the signature must correspond with the name as written on the face of the option agreement or agreements to which the Eligible Options are subject, without alteration, enlargement or any change whatsoever. If this Election Form is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and proper evidence satisfactory to the Company of the authority of such person so to act must be submitted with this Election Form. 5 5. Requests for Assistance or Additional Copies. Any questions or requests -------------------------------------------- for assistance, as well as requests for additional copies of the Offer to Exchange or this Election Form may be directed to James Matthews, Senior Vice President/Finance and Chief Financial Officer, at the address and telephone number given on the front cover of this Election Form. Copies will be furnished promptly at the Company's expense. 6. Irregularities. All questions as to the number of Eligible Option Shares -------------- subject to Eligible Options to be accepted for exchange, and the validity, form, eligibility (including time of receipt) and acceptance for exchange of any tender of Eligible Options will be determined by the Company in its discretion, which determinations shall be final and binding on all parties. The Company reserves the right to reject any or all tenders of Eligible Options the Company determines not to be in proper form or the acceptance of which, in the opinion of the Company's counsel, may be unlawful. The Company also reserves the right to waive any of the conditions of the Offer and any defect or irregularity in the tender of any particular Eligible Options, and the Company's interpretation of the terms of the Offer (including these instructions) will be final and binding on all parties. No tender of Eligible Options will be deemed to be properly made until all defects and irregularities have been cured or waived. Unless waived, any defects or irregularities in connection with tenders must be cured within such time as the Company shall determine. Neither the Company nor any other person is or will be obligated to give notice of any defects or irregularities in tenders, and no person will incur any liability for failure to give any such notice. IMPORTANT: THIS ELECTION FORM (OR A FACSIMILE COPY OF THIS ELECTION FORM) TOGETHER WITH ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE COMPANY, ON OR PRIOR TO THE EXPIRATION DATE. 7. Important Tax Information. You should refer to Section 13 of the Offer ------------------------- to Exchange, which contains important U.S. federal income tax information. 6